Slide 1: Ordinary and Extraordinary Shareholders' Meeting
Ordinary and Extraordinary Shareholders’ Meeting May 4, 2020 Patrick Kron – Chairman of the Board of Directors Alessandro Dazza – Chief Executive Officer Olivier Pirotte – Chief Financial Officer Frédérique Berthier – Company Secretary
Slide 2: Disclaimer
Disclaimer More comprehensive information about Imerys may be obtained on its website (www.imerys.com), under Regulated Information, including its Universal Registration Document filed under No. D.20-0165 March 24, 2020 with Autorité des Marchés Financiers. Imerys draws the attention of investors to
Slide 3: Agenda
Agenda 1 2019 Annual Results 4 2 First Quarter 2020 Results and Covid-19 Update 16 3 Proposed Dividend 23 4 Presentation of resolutions 25 5 Statutory Auditors’ Reports 56 6 Questions & Answers 59 3 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 4: 2019 Annual Results
Sommaire 1 2019 Annual Results Patrick Kron – Chairman of the Board of Directors Olivier Pirotte – Chief Financial Officer 4 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 5: 2019 Highlights
2019 Highlights • Patrick Kron appointed Chairman of the Board on June 25, 2019 in place of Gille Michel • Patrick Kron also appointed interim CEO on October 21, 2019 in place of Conrad Keijzer Governance • Alessandro Dazza appointed CEO effective February 17, 2020 (Patrick Kron continuing as Chairm
Slide 6: Alessandro Dazza, new Managing Director from 17 February
Alessandro Dazza, new Managing Director from 17 February Biographie Alessandro Dazza (50 years old): graduated from Politecnico di Milano 1995 - 2002: Member of the Board of Treibacher Schleifmittel, leader in abrasive minerals in Germany, acquired by Imerys in 2002 2002 - 2018: Director of Imerys'
Slide 7: Tangible results in terms of sustainable development
Tangible results in terms of sustainable development Safety Diversity and Inclusion Climate Change Proportion of women within Percent reduction in CO2 emissions / Total Recordable Injury Rate* the Group’s senior management team Revenue (tCO2 / euro) -25% +18% -16% Water Management Responsible Purcha
Slide 8: Industrial markets deteriorate more sharply in the second half of the year
Industrial markets deteriorate more sharply in the second half of the year Volume evolution (vs. prior year) Industrial markets: about 50% of Group revenue + 2.2% ● Car production: - 6% in Q4 2019 vs. Q4 2018 in Europe (1) - 0.2% Steel production: - 10% in Q4 2019 vs Q4 2018 in Europe (2) - 6.1% Pap
Slide 9: Positive price - mix maintained
Positive price - mix maintained Contribution of price-mix and variable costs (€m, vs prior year) Price-mix impact on revenue +1.1% +3.7% +2.2% 2019 100 78 6 Others 12 Fret 13 Energy 47 Raw materials Price-mix impact on current Impact of increased operating income variable costs on current Q1 19 Q2 1
Slide 10: Connect & Shape Transformation Program: progress report
Connect & Shape Transformation Program: progress report Performance Minerals • Implementation across all business segments 2019 revenue: €2.4bn New organization: implemented since the end of 2019 • Multimineral offer marketed by key account managers Renewable energy simplified, more efficient and •
Slide 11: Significant contribution from cost savings
Significant contribution from cost savings Year-on-year change in fixed costs and overhead • Impact of the Connect & Shape transformation program, in line with the recurring annual target of €100m gross in 2022: in 2019 (€m, vs 2018) ○ Downsizing ○ Purchasing optimization • Additional industrial cost
Slide 12: Revenue and current operating income impacted by changes in perimeter and lower volumes
Revenue and current operating income impacted by changes in perimeter and lower volumes (€m) Organic change: - 3.8 % -126 - 5.1% reported 4,590 4,464 4359 4,354 - 2.7% - 0.7% + 2.1% - 6.1% + 2.2% Disposal Deconsolidation Positive currency Deterioration Positive price of non core of North impact, of
Slide 13: Revenue and current operating income impacted by changes in scope and lower volumes
Revenue and current operating income impacted by changes in scope and lower volumes (€m, post IFRS 16) -19 2 21 562 -145 31 -37 - 21.9% 543 100 -78 reported 439 Deconsolidation Strong drop Price-mix Cost-cutting Good of Talc NA in volumes: exceeding measures management subsidiaries -49 M€ in Q4 incr
Slide 14: Net income from current operations in line with Group outlook
Net income from current operations in line with Group outlook (1) (€m) 2018 (2) 2019 Change / 2018 2019 Variation pre IFRS 16 post IFRS 16 / 2018 Current operating income 562 434 -22.9% 439 -21.9% Current financial expenses (60) (37) +39.0% (44) +27.4% Of which reimbursement of the yen - +17 - +17 -
Slide 15: Solid cash flow generation
Solid cash flow generation (€m) 2018 2019 2019 Pre IFRS 16 Post IFRS 16 Current EBITDA 793 676 765 Current EBITDA margin 17.3% 15.5% 17.6% Change in operating Working Capital Requirement (25) 48 52 Notional tax on current operating income (163) (125) (126) Other 14 8 8 Current operating cash flow (be
Slide 16: First Quarter 2020 Results and Covid-19 update
Sommaire 2 First Quarter 2020 Results and Covid-19 update Alessandro Dazza – Chief Executive Officer 16 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 17: Swift response to Covid-19
Swift response to Covid-19 EMPLOYEES All necessary measures in place ● Implementation of measures to ensure health & safety of employees ● Crisis management team in place (Covid-19 protocol, Personal Protective Equipments) ● Strict monitoring process under the supervision of the Executive Committee
Slide 18: Covid-19 impact on operations to date
Covid-19 impact on operations to date EMEA Americas APAC (48% of revenue, 110 plants) (29% of revenue, 66 plants) (23% of revenue, 48 plants) Covid-19 first ● Mid March ● April ● January impact ● 14 plants closed and 28 plants partially ● 2 plants closed and 7 ● 6 plants closed and 11 plants Situati
Slide 19: Action plan to limit impact on results and cash flow
Action plan to limit impact on results and cash flow ACTION PLAN FIXED COSTS CAPEX WCR ● Current operating income to ● Reduction of capex to max. ● Reduction of working capital benefit from savings on fixed €250 million in 2020, requirement consistent with costs and overheads in 2020 significantly be
Slide 20: Strong liquidity and sound balance sheet
Strong liquidity and sound balance sheet Cash (€m) Credit Facilities (€m) Bonds (€m) ca. €800 m as of March 31st, 2020 2 years average maturity 5 years average maturity ● Strong liquidity position at €1.8 billion ● €224 m bond repayment in 2020 fully covered ● Gearing ratio at 53% as of December 31,
Slide 21: Q1 2020 Highlights
Q1 2020 Highlights Current operating income Revenue Current EBITDA (COI) €1,029m (-8.5%) €165m (-11.5%(1)) €83m (- 4.7%) Organic growth: -7.5% Current EBITDA margin: 16.0% COI margin: 8.0% ● Performance affected by Covid-19 pandemic, with -3.3% impact on revenue ● Soft iron & steel and automotive ma
Slide 22: Outlook 2020
Outlook 2020 ● Challenging market conditions to prevail, in particular in the second quarter ● Proven resilience thanks to a diversified geographical footprint and a portfolio of specialty minerals ● Comprehensive action plan launched to ○ Limit the adverse impact of volume shortfalls on the Group’s
Slide 23: Proposed Dividend
Sommaire 3 Proposed Dividend Patrick Kron – Chairman of the Board of Directors 23 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 24: Dividend of €1.72 per share, payment in cash or in shares
Dividend of €1.72 per share, payment in cash or in shares Changes in dividend and net current income per share (1) 2019 dividend payment Part or all €5.11 €4.50 • In cash and/or €3.50 • In new shares to be issued ○ At the price of €21.12 per share, €2.075 €2.150 corresponding to 95% of the average €
Slide 25: Resolutions
Contents 4 Resolutions Frédérique Berthier – Secretary of the Board 25 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 26: Agenda (1/2)
Agenda (1/2) ● Ordinary resolutions 1. Approval of the Company’s management and statutory financial statements for the year ended December 31, 2019 2. Approval of the consolidated financial statements for the year ended December 31, 2019 3. Appropriation of profit and setting the dividend with respe
Slide 27: Agenda (2/2)
Agenda (2/2) ● Extraordinary resolutions 19. Delegation of authority granted to the Board of Directors to increase the share capital by issuing shares or securities carrying rights to shares of the Company, immediately or at a later date, without pre-emptive subscription rights, open to the public a
Slide 28: 2019 Financial Statements, Dividend and Related Party Agreements
Contents 2019 Financial Statements, Dividend and Related Party Agreements 28 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 29: Resolutions 1-3: 2019 financial statements, appropriation of profit and setting of the dividend
Resolutions 1-3: 2019 financial statements, appropriation of profit and setting of the dividend ● Approval of the Company’s statutory financial statements (resolution 1) and consolidated financial statements (resolution 2) for the year ended December 31, 2019 ● Appropriation of profit and setting the
Slide 30: Resolution 4: Alternative payment option in additional shares
Resolution 4: Alternative payment option in additional shares for all or part of the dividend with respect to the year ended December 31, 2019 ● Each shareholder may choose to receive the 2019 dividend in one of the following ways: ○ Option 1: fully paid in new shares ○ Option 2: fully paid in cash
Slide 31: Resolution 5: Related party agreements and commitments given by the Company
Resolution 5: Related party agreements and commitments given by the Company ● Statutory Auditors’ special report ● No related party agreements or commitments were concluded by the Company in 2019. 31 4 mai 2020 | Assemblée Générale Mixte
Slide 32: Corporate officers compensation (Say on Pay)
Contents Corporate officers compensation (Say on Pay) ● Ex-ante vote on the compensation policy ● Ex-post vote on 2019 compensation 32 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 33: Policy on compensation awarded to corporate officers
Policy on compensation awarded to corporate officers ❏ Principles applied to determine, revise and implement the compensation policy ● The policy is agreed each year by the Board of Directors, based on proposals made by the Compensation Committee. Where necessary, it is reviewed mid-year. It is subjec
Slide 34: Resolution 6: Compensation policy applied to executive corporate officers in 2020
Resolution 6: Compensation policy applied to executive corporate officers in 2020 ● NB: “Executive Corporate Officers” include the Chairman of the Board of Directors and the Chief Executive Officer Components of the policy: Executive corporate officers ● Annual fixed compensation Yes ● Annual variable
Slide 35: Compensation of executive corporate officers in 2020 – principles
Compensation of executive corporate officers in 2020 – principles ● The compensation of executive corporate officers in 2020, i.e. Patrick Kron and Alessandro Dazza, was determined in accordance with the 2019 compensation policy, approved by the Shareholders’ General Meeting of May 10, 2019, and the 2
Slide 36: Compensation of executive corporate officers in 2020 – Patrick Kron
Compensation of executive corporate officers in 2020 – Patrick Kron Patrick Kron Interim Chief Executive Officer Chairman of the Board (from October 21, 2019 to February 16, 2020) Annual fixed compensation €250,000 None Annual variable compensation None None Multi-annual variable compensation None Non
Slide 37: Compensation of executive corporate officers in 2020 – Alessandro Dazza
Compensation of executive corporate officers in 2020 – Alessandro Dazza Alessandro Dazza Chief Executive Officer (since February 17, 2020) Annual fixed compensation €800,000 The amount of variable compensation will be fixed by the Board of Directors in 2021 on the basis of: ● Quantitative financial pe
Slide 38: Resolution 7: 2020 compensation policy applied to members of the Board of Directors
Resolution 7: 2020 compensation policy applied to members of the Board of Directors ● The compensation policy determined by the Board of Directors, based on proposals made by the Compensation Committee, that is applied to members of the Board of Directors (excluding the Chairman, whose compensation
Slide 39: 2020 compensation of members of the Board of Directors
2020 compensation of members of the Board of Directors ● The 2020 compensation (excluding any exceptional compensation) awarded to members of the Board of Directors, other than the Chairman of the Board, which was covered in the previous resolutions, will be set according to the following bands (cur
Slide 40: Resolution 8: Report on 2019 compensation
Resolution 8: Report on 2019 compensation ● The information mentioned in article L. 225-37-3 I. of the French Commercial Code, which makes up the new “Report on Compensation” that aims to provide shareholders with a clear and detailed account of all the compensation and benefits in kind, as well as
Slide 41: Resolution 9: Compensation granted or paid to Conrad Keijzer
Resolution 9: Approval of the components of compensation granted or paid to Conrad Keijzer in 2019 ● NB: Conrad Keijzer held the office of Chief Executive Officer from May 4, 2018 to October 21, 2019 (previously Deputy Chief Executive Officer from March 8 to May 4, 2018). FIXED IMPATRIATION SEVERANC
Slide 42: Resolution 10: Compensation granted or paid to Gilles Michel
Resolution 10: Approval of the components of compensation granted or paid to Gilles Michel in 2019 ● NB: Gilles Michel held the office of Chairman of the Board of Directors from May 4, 2018 to June 25, 2019 (previously Chairman and Chief Executive Officer). IN RESPECT OF DUTIES AS CHAIRMAN AND CHIEF
Slide 43: Resolution 11: Compensation granted or paid to Patrick Kron
Resolution 11: Approval of the components of compensation granted or paid to Patrick Kron in 2019 ● NB: Patrick Kron has held the office of Chairman of the Board of Directors since June 25, 2019. He was also interim Chief Executive Officer from October 21, 2019 to February 16, 2020. IN RESPECT OF DU
Slide 44: The Board of Directors
Contents The Board of Directors 44 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 45: Resolutions 12-17: Composition of the Board of Directors
Resolutions 12-17: Composition of the Board of Directors ● Ratification of the appointment of Patrick Kron for the remainder of the term of office of his predecessor (twelfth resolution) ● Renewal of the term of office for a period of three years of: ○ Aldo Cardoso (thirteenth resolution) ○ Paul Des
Slide 46: Biographies of Annette Messemer and Véronique Saubot
Biographies of Annette Messemer and Véronique Saubot Annette Messemer Graduated from the Institut des Études Politiques de Paris, The Flecher School at Tufts University and the University of Harvard (US) and the University Friedrich-Wilhems of Bonn (Germany). 1994-2006: Associate, Vice-President and
Slide 47: The new Board of Directors
The new Board of Directors ● Composition of the Board following the Shareholders’ General Meeting, subject to approval of the resolutions put forward: Patrick Kron Director and Chairman of the Board Independent director Aldo Cardoso Director, Chairman of the Audit Committee and member of the Strateg
Slide 48: Share buyback program and Authorizations and delegations granted to the Board
Contents Share buyback program and Authorizations and delegations granted to the Board of Directors 48 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 49: Resolution 18: Purchase by the Company of its own shares
Resolution 18: Purchase by the Company of its own shares ● Objectives of the share buy-back authorization: ○ Subsequent cancellation of shares purchased ○ Coverage of stock purchase option plans and/or free share grants set up by the Company ○ Participation in employee share schemes set up by the Co
Slide 50: Resolutions 19-21: Renewal of the financial authorizations
Resolutions 19-21: Renewal of the financial authorizations previously granted to the Board of Directors Maximum Nominal ceiling of Maximum Financial authorizations percentage of Duration the authorization discount capital €15 million (shares) Nineteenth Increase the share capital without pre-emptive
Slide 51: Resolutions 22-24: Renewal of the specific authorizations for employees and officers
Resolutions 22-24: Renewal of the specific authorizations granted to employees and/or corporate officers of the Group previously granted by the Board of Directors Renewal of authorizations Authorization Ceiling Duration Ongoing Twenty-second Grant of Imerys stock options to Cf. Shareholders’ General Me
Slide 52: Amendments to the Company's by-laws
Contents Amendments to the Company’s by-laws 52 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 53: Resolution 25: Amendments to the Company's by-laws (1/3)
Resolution 25: Amendments to the Company’s by-laws (1/3) Clause Amendment Updated language Transferring the registered Update following regulatory change “It may be transferred to any other place in France by decision of the Board of Directors, subject to ratification by the next Ordinary office Sin
Slide 54: Resolution 25: Amendments to the Company's by-laws (2/3)
Resolution 25: Amendments to the Company’s by-laws (2/3) Clause Amendment Updated language Compensation of Updates following regulatory change corporate officers / Since the official order no. 2019-1234 announced by Say on pay the French government on November 27, 2019, the rules governing the proce
Slide 55: Resolution 25: Amendments to the Company's by-laws (3/3)
Resolution 25: Amendments to the Company’s by-laws (3/3) Clause Amendment Updated language Calling of meetings Update following regulatory change “The Statutory Auditors shall be convened to those meetings of the Board of Directors which review or vote on the annual or interim Statutory Auditors fin
Slide 56: Statutory Auditors' Reports
Contents 5 Statutory Auditors’ Reports Frédérique Berthier - Secretary of the Board On behalf of the Statutory Auditors of the Company 56 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 57: Statutory Auditors' Report on the 2019 financial statements
Statutory Auditors’ Report on the 2019 financial statements ● Objective ○ Obtain reasonable assurance as to the accuracy and sincerity of the consolidated and statutory financial statements ● Opinion: approval without qualification ○ In accordance with European regulatory requirements, our reports hi
Slide 58: Other Statutory Auditors' reports
Other Statutory Auditors’ reports ● Special report on related party agreements and commitments ○ We were not made aware of any agreement authorized or concluded in the past financial year and requiring approval from the Shareholders’ General Meeting. ○ Other agreements and commitments already approv
Slide 59: Questions & Answers
Sommaire 6 Questions & Answers Patrick Kron – Chairman of the Board of Directors Alessandro Dazza – Chief Executive Officer 59 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting
Slide 60: Thank you for your attention
Thank you for your attention For more information: www.imerys.com Or on social media: @imerys www.linkedin.com/company/imerys/ www.facebook.com/imerysgroup/ 60 May 4, 2020 | Ordinary and Extraordinary Shareholders’ Meeting